§ 7-1.2-203. Bylaws. (a) The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation. The initial bylaws of a corporation must be adopted by its incorporators or by its board of directors at its organization meeting. Subsequently, the bylaws may be amended by the shareholders, or, unless otherwise provided in the articles of incorporation or bylaws, by the board of directors, but any amendment to the bylaws by the board of directors may be changed by the shareholders.

(b) Emergency bylaws.

(1) The board of directors of any corporation may adopt emergency bylaws, subject to repeal or change by action of the shareholders, which are, notwithstanding any different provision elsewhere in this chapter or in the articles of incorporation or bylaws, operative during any emergency in the conduct of the business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that:

(i) A meeting of the board of directors may be called by any officer or director in any manner and under conditions prescribed in the emergency bylaws;

(ii) The director or directors in attendance at the meeting, or any greater number fixed by the emergency bylaws, constitutes a quorum; and

(iii) The officers or other individuals designated on a list approved by the board of directors before the emergency, all in the order of priority and subject to the conditions, and for a period of time (not longer than reasonably necessary after the termination of the emergency) that may be provided in the emergency bylaws or in the resolution approving the list, are, to the extent required to provide a quorum at any meeting of the board of directors, deemed directors for the meeting.

(2) The board of directors, either before or during any emergency, may provide, and from time to time modify, lines of succession in the event that during an emergency any or all officers or agents of the corporation are for any reason rendered incapable of discharging their duties.

(3) The board of directors, either before or during any emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do.

(4) To the extent not inconsistent with any adopted emergency bylaws, the bylaws of the corporation remain in effect during any emergency, and upon its termination the emergency bylaws cease to be operative.

(5) Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during any emergency may be given only to those directors that it may be feasible to reach at the time and by any means that may be feasible at the time, including publication or radio.

(6) To the extent required to constitute a quorum at any meeting of the board of directors during any emergency, the officers of the corporation who are present are, unless otherwise provided in emergency bylaws, deemed, in order of rank and within the same rank in order of seniority, directors for the meeting.

(7) No officer, director, or employee acting in accordance with any emergency bylaws is liable except for willful misconduct. No officer, director, or employee is liable for any action taken by him or her in good faith in an emergency in furtherance of the ordinary business affairs of the corporation even though not authorized by the bylaws then in effect.

History of Section. (P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.)